INTERIM REPORT
First Nine Months 2009/10
OVERVIEW KEY FINANCIAL DATA
CONTENT
3 Letter to the Shareholders
5 The ESTAVIS Share
7 Interim Management Report
11 Consolidated Balance Sheet
13 Consolidated Income Statement
14 Consolidated Statement of Comprehensive Income
15 Consolidated Cash Flow Statement
16 Consolidated Statement of Changes in Equity
17 Selected Disclosures on Condensed Consolidated Interim Financial Statements
22 Financial Calendar
22 Forward-looking Statements
23 Credits
ESTAVIS AG 31 March 2010 30 June 2009
Structure of assets and capital TEUR TEUR
Non-current assets 22,540 22,241 Current assets 121,628 185,047
Equity 51,943 49,080
Equity ratio 36 % 24 %
Total assets/equity and liabilities 144,168 207,287
ESTAVIS AG 3rd quarter 09/10 1 Jan. 2010 – 31 March 2010 3rd quarter 08/09 1 Jan. 2009 – 31 March 2009 9 months 09/10 1 July 2009 – 31 March 2010 9 months 08/09 1 July 2008 – 31 March 2009
Revenues and earnings* TEUR TEUR TEUR TEUR
Revenues 8,863 11,410 49,198 57,053 Total operating performance 15,105 15,518 51,757 59,803 EBIT –143 –1,440 3,227 –4,448 Pre-tax profit –881 –2,512 698 –7,865 Net profit –1,117 –1,774 319 –5,716
* from continued operations
ESTAVIS AG Share
Stock exchange segment Prime Standard
ISIN DE000A0KFKB3
German Securities Code Number (WKN) A0KFKB Number of shares on 31 March 2010 8,099,427 Free float (as of April 2010) 71.1 % Share price high (1 July 2009 – 31 March 2010*) EUR 2.55 Share price low (1 July 2009 – 31 March 2010*) EUR 1.25 Closing price on 31 March 2010* EUR 1.71 Market capitalisation on 31 March 2010* EUR 14 million
LETTER TO THE SHAREHOLDERS
Dear Shareholders,dear Ladies and Gentlemen,
ESTAVIS AG has made important progress in the third quarter of 2009/10 in the implemen-tation of its corporate strategy.
The strategic participation of TAG Immobilien AG (TAG) in our company and the acquisition of a large listed site in Berlin were at the forefront here. Both transactions offer promising perspectives for the future development of ESTAVIS.
TAG new core shareholder
With a holding of about 15 % TAG, a successful listed real estate company from Hamburg, is now the largest single shareholder of ESTAVIS AG.
The holding was acquired by means of a capital increase through non-cash contributions. Some 1.4 million new shares were subscribed to at a price of EUR 2.35 per share. The capital increase was entered into the commercial register on 26 April 2010.
The subject of the non-cash contribution is a listed property in a very sought-after location in the centre of Berlin. On a total surface area of around 3,900 m² 54 high-quality apart-ments and loft apartapart-ments are being created through the planned refurbishment of the building dating from 1910. We expect total revenues from the sale of the listed apartments of some EUR 13 million.
We consider TAG’s commitment as a sign of confidence in our corporate strategy. The participation of TAG furthermore serves to strengthen our shareholder structure and also offers interesting business prospects for both companies.
Large listed site in Berlin acquired
We have secured a lucrative major project for our sales pipeline with the acquisition of a unique listed ensemble in the immediate vicinity of the river Spree. The renovation and conversion of the former “Glanzfilmfabrik Köpenick” will result in the creation of a total of 230 apartments. Furthermore, the construction of new town houses is planned.
We are convinced that the “Glanzfilmfabrik” will be a major success – both architecturally and in business terms. Even before the official launch of sales to take place in the current quarter we are registering a large amount of interest from private investors and first reservations have been made.
We expect total proceeds from the sale of the property of around EUR 65 million. The ac-quisition and renovation of this unique listed ensemble in Berlin has enabled us to expand our range of top-quality residential real estate in the upper price segment and at the same time strengthen our presence in this segment.
Letter to the Shareholders
Operating business on course – outlook confirmed
Our revenue and earnings trend in the quarter under review was largely in line with expec-tations. The prolonged winter weather resulted in delays in construction progress at some renovation properties but we will catch up here in the quarter currently under way. In the first nine months of the 2009/10 financial year we sold a total of 499 apartments and achieved revenues of EUR 49.2 million (previous year: EUR 57.1 million).
Our business is benefiting particularly from the prevailing high demand for listed real estate that enables private purchasers to derive significant tax benefits. Our sales and renovation pipeline currently contains listed real estate with a sales value of some EUR 40 million (excluding major projects).
Consolidated income for the first nine months of 2009/10 came to EUR 0.7 (previous year: EUR –9.4 million). We are therefore on good course for achieving our target for the current financial year – the return to the profit zone.
Dear shareholders,
We consider ESTAVIS to be on a good footing for future development.
Our competence – exit solutions for private and institutional property investments – is encountering growing demand in the real estate market. We will expand this business fur-ther and in doing so tap new potential in markets in which we are able to achieve sustained profits.
Florian Lanz Eric Mozanowski
Chief Executive Member of the
Officer (CEO) Management Board
Letter to the Shareholders
The ESTAVIS Share
THE ESTAVIS SHARE
ESTAVIS shares are listed on the Regulated Market of the Frankfurt Stock Exchange and fulfil the transparency requirements of the Prime Standard.
Increased number of shares after capital increase
With effect from 26 April 2010, the number of shares went up to 9,546,235 due to a capital increase. The new major shareholder is TAG Immobilien AG, Hamburg, which subscribed to 1,446,808 shares at a price of EUR 2.35 per share within the scope of a capital increase. This means that TAG Immobilien AG has a stake of around 15.2 % in ESTAVIS AG. The mem-bers of the Management Board of ESTAVIS AG retain a significant share in the company of around 11 %.
Annual General Meeting for the 2008/09 financial year
On 16 February 2010 the ordinary Annual General Meeting for the 2008/09 financial year took place in Berlin. All items on the agenda were approved with an overwhelming major-ity by the Annual General Meeting. The resolutions included the reduction in size of the Supervisory Board which from now on only consists of three members.
Investor relations activities
We intensified our financial communication over the past few months in order to convince the investment community of the potential of our newly realigned business model. On 4 February 2010, we took part in the Small & Mid Cap Conference of Close Brothers Seydler AG in Frankfurt am Main. Furthermore, at the DVFA Real Estate Conference on 23/24 February 2010, we informed participants about the prospects of our company in a corporate presentation and during several individual discussions.
On top of this, on 22 April 2010, we presented ESTAVIS AG for the first time at the Munich Capital Market Conference, which offers a high-quality shareholder communication plat-form in particular for small and medium-sized enterprises.
ESTAVIS AG Share
Stock exchange segment Prime Standard
ISIN DE000A0KFKB3
German Securities Code Number (WKN) A0KFKB Number of shares on 31 March 2010 8,099,427 Free float (as of April 2010) 71.1 % Share price high (1 July 2009 – 31 March 2010*) EUR 2.55 Share price low (1 July 2009 – 31 March 2010*) EUR 1.25 Closing price on 31 March 2010* EUR 1.71 Market capitalisation on 31 March 2010* EUR 14 million
The ESTAVIS Share EUR 3,0 2,0 1,0 2,5 1,5 0,5
1 Oct 2009 15 Oct 2009 30 Oct 2009 16 No
v 2009
30 No
v 2009
15 Dec 2009 30 Dec 2009 15 Jan 20
10 29 Jan 20 10 15 F eb 20 10 26 F eb 20 10 15 Mar 20 10 31 Mar 20 10
ESTAVIS’ share price performance
The growing confi dence in the positive economic development continued in the period under review with a recovery on the global fi nancial markets. ESTAVIS’ share price also benefi ted from this development, increasing by around 16 % during this period.
The company’s shares closed at EUR 1.71 on 31 March 2010 compared with EUR 1.48 at the start of the fi nancial year on 1 July 2009. ESTAVIS’ market capitalisation totalled around EUR 14 million as of 31 March 2010.
ESTAVIS’ shares reached a high of EUR 2.55 on 13 August 2009 compared with a low of EUR 1.25 on 6 July 2009 (Xetra closing prices).
The ESTAVIS share is currently being covered by analysts at WestLB (“Buy”, target price EUR 3.00) and SES Research (“Buy”, target price EUR 3.40).
Interim
Management Report
INTERIM MANAGEMENT REPORT
1
BUSINESS AND CONDITIONS
1.1 Economic environment and business performance
The global economy continued to recover in the first quarter of 2010. The general eco-nomic conditions in Germany also benefited. Sentiment among consumers and companies improved markedly.
The development on the international financial markets in the first quarter reflected the growing economic optimism. However, ongoing risks such as the weak development on the employment market, sluggish lending and concerns about the financial stability of indi-vidual countries are endangering the economic recovery that is getting under way.
The limited lending particularly poses a risk to the recovery of the real economy. The restrictions in financing are also perceptible in the German real estate sector. Increasing requirements by banks in terms of the creditworthiness of private real estate purchasers are also having a detrimental effect on business performance in the real estate sector. In view of the overall economic conditions, ESTAVIS AG recorded positive business per-formance in the first nine months of the 2009/10 financial year. Despite a downturn of sales compared with the previous period, net profit of EUR 0.7 million was generated. Performance in the third quarter of the 2009/10 financial year was particularly impaired by the prolonged winter weather. This led to delays in the completion of some proper-ties undergoing renovation. These delays will be largely made good in the current fourth quarter.
The sale of apartments – especially listed property with attractive tax relief – made a significant contribution to the positive business performance.
Furthermore, the restructuring measures implemented as part of the company’s realign-ment had a positive impact on the financial performance. The revenues and earnings attained in the first nine months of the 2009/10 financial year provide a good basis for ESTAVIS AG to achieve its annual targets.
The new German Federal Government committed itself to the provision of tax relief for listed properties in its coalition agreement in October 2009 so that planning security will continue to exist here in the future.
1.2 Earnings situation
Key figures for the first nine months 2009/10 and of the comparison period (first nine months of 2008/09 financial year) only relate to continued business operations.
In the first nine months of 2009/10 financial year ESTAVIS Group revenues decreased 14 % to EUR 49.2 million from EUR 57.1 million in the comparison period.
Broken down for financial reporting purposes, revenues for continued operations were attributable to the following company business segments:
Interim
Management Report
• Retail trading EUR 45.1m (previous year: EUR 49.3m)
• Portfolio trading EUR 4.1m (previous year: EUR 7.7m)
Revenues generated in the first nine months 2009/10 are based on a business volume of 499 sold units (comparison period: 535) with a total residential and useful area of 27,015 m² (comparison period: 27,539 m²).
Other operating income increased to EUR 5.9 million (previous year: EUR 4.9 million). The increase is mainly attributable to write-ups on impaired receivables.
The gross margin for continued operations (revenues plus changes in inventories minus cost of materials/revenues) rose from 24.9 % to 40.9 % year-on-year. However, these values cannot be compared as the cost of materials in the previous year suffered much more from the settlement of the effects of purchase price allocation (particularly from the acquisition of B&V) than the cost of materials in the reporting period.
Total operating performance decreased by EUR 8.0 million, from EUR 59.8 million to EUR 51.8 million.
In the period under review, staff costs declined to EUR 2.0 million (previous year: EUR 2.5 million). This development is primarily due to the reduction in the number of employees as a result of the restructuring measures.
Other operating expenses decreased slightly from EUR 20.9 million to EUR 20.7 million in the period under review.
Earnings before interest and taxes (EBIT) rose sharply to EUR 3.2 million (previous year: EUR –4.4 million). The EBIT margin (EBIT/revenue) amounted to 6.6 % in the reporting period.
Financial result improved by EUR 0.9 million from EUR –3.4 million to EUR –2.5 million. After income taxes (EUR –0.4 million) the consolidated net profit from continued opera-tions rose to EUR 0.3 million in the period under review after a consolidated net loss of EUR 5.7 million in the same period of the previous year. This corresponds to earnings per share of EUR 0.04 (previous year: EUR –0.71).
1.3 Financial and assets position
The total assets of the ESTAVIS Group as of 31 March 2010 declined significantly by EUR 63.1 million to EUR 144.2 million (30 June 2009: EUR 207.3 million); this was primarily due to the completion of the sale of the shares in Hamburgische Immobilien SUCV AG (HAG Group).
The asset derecognised as a result of the sale of the shares in HAG amounted to EUR 47.0 million.
Furthermore, items within other receivables were offset by corresponding offsetting items under other liabilities with an overall effect of EUR 12.0 million.
Cash and cash equivalents decreased from EUR 3.9 million in the previous year to EUR 2.8 million.
Interim
Management Report
The liabilities derecognised as a result of the sale of the shares in HAG amounted to EUR 43.4 million.
Financial liabilities, which mainly relate to liabilities to banks, decreased by EUR 2.1 million to EUR 66.4 million.
Shareholders’ equity increased from EUR 49.1 million to EUR 51.9 million as a result of the expected capital increase.
The substantial reduction in total assets and the equity increase meant that the ESTAVIS Group’s equity ratio increased from 23.7 % as of 30 June 2009 to 36.0 % at the end of the period under review.
Accordingly, the debt-to-equity ratio fell from 76.3 % to 64.0 %. The ratio of cash and cash equivalents to total assets remained unchanged (1.9 %), while the Group’s cash ratio (cash and cash equivalents/current liabilities) increased slightly from 2.5 % to 3.1 %.
In the first nine months of 2009/10, net cash from operating activities amounted to EUR –4.9 million (previous year: EUR –9.1 million).
Net cash used in investing activities totalled EUR –4.5 million in the period under review (previous year: EUR –0.5 million). This was attributable in particular to the sale of the HAG shares and the resulting derecognition of the cash and cash equivalents of the HAG Group. Net cash used in financing activities amounted to EUR –0.5 million in the period under review (previous year: EUR –0.5 million).
2
RISK REPORT
The ESTAVIS Group has implemented a risk management system that is designed for sev-eral purposes, including allowing the early recognition and appropriate communication of significant risk factors arising from its business activities that could be of relevance to its earnings situation or its continued existence. The risk management system allows action to be taken against potentially unfavourable developments and events in a timely manner and, where required, facilitates the implementation of countermeasures before any signifi-cant damages are incurred.
There have been no significant revisions to the risks for the ESTAVIS Group in the period under review compared with the Risk Report in the Group Management Report for the pre-vious financial year. Accordingly, reference should be made to the information contained therein.
Interim
Management Report
3
FORECAST REPORT
Based on the business development in the first nine months of the 2009/10 financial year, the Management Board confirms its forecast of a positive consolidated result for the year as a whole. The Management Board continues to consider revenues in a range from EUR 75.0 million to EUR 85.0 million (previous year EUR 70.7 million) to pose an ambitious, al-beit achievable target. Reaching this target depends primarily on the successful conclusion of sales negotiations currently underway.
The assessment of the expected revenue and profit trend for the 2009/10 financial year is based largely on the volume of apartment sales notarised as of the reporting date and to the end of the first quarter of 2009/10. Notarised apartment sales have a high probability of generating revenue and earnings in the 2009/10 financial year.
Furthermore, on the basis of the forecast revenue and earnings trend, the Management Board expects cash inflows. According to the Management Board, this will result in the financial and liquidity situation stabilising – in connection with measures to improve the financing structure of the ESTAVIS Group which have already been implemented or are planned.
In addition, the information contained in the Forecast Report given in the Group Manage-ment Report for the 2008/09 financial year also continues to apply.
On the basis of the available information, we currently regard as realistic the forecast statements for the future course of business and the influencing factors judged decisive. However, they naturally involve the risk that the expected developments will not actually occur either in terms of their trend or their extent.
4
SUPPLEMENTARY REPORT
As per an agreement of 5 March 2010 ESTAVIS AG carried out a capital increase through non-cash contributions through the issue of 1,446,808 shares. The subject of the non-cash contribution is a property that was transferred to the stock corporation on 31 March 2010. The capital increase was entered in the commercial register on 26 April 2010.
Consolidated Interim Financial Statements
CONSOLIDATED BAL ANCE SHEET – ASSETS
ESTAVIS AG 31 March 2010 30 June 2009
Assets TEUR TEUR
Non-current assets
Goodwill 17,776 17,776
Other intangible assets 15 18 Property, plant and equipment 458 485 Investments in associates 55 50 Other non-current financial assets 119 193 Deferred income tax receivables 4,117 3,718
Total 22,540 22,241
Current assets
Inventories 80,139 80,727 Trade receivables 7,785 1,955 Other receivables 30,121 49,424 Current income tax receivables 807 2,028 Cash and cash equivalents 2,774 3,884 Assets held for sale 0 47,029
Total 121,628 185,047
Consolidated Interim Financial Statements
CONSOLIDATED BAL ANCE SHEET –
EQUIT Y AND LIABILITIES
ESTAVIS AG
31 March 2010 30 June 2009
Equity TEUR TEUR
Issued capital 8,099 8,099 Capital reserves 44,222 44,222 Amount provided for capital increase 2,474 –
IAS 39 reserve 0 16
Retained earnings –2,852 –3,597 Equity attributable to the shareholders of the parent company 51,943 48,740
Minority interests 0 340
Total equity 51,943 49,080
Liabilities
Non-current liabilities
Provisions 97 97
Non-current financial liabilities 564 588 Deferred income tax liabilities 3,477 4,254
Total non-current liabilities 4,138 4,938
Current liabilities
Provisions 4,435 4,855
Current financial liabilities 65,825 67,918 Advance payments received 3,684 4,101 Current income tax liabilities 2,536 1,158 Trade payables 4,376 6,214 Other liabilities 7,231 25,586 Liabilities held for sale 0 43,437
Total current liabilities 88,086 153,269
Consolidated Interim Financial Statements
CONSOLIDATED INCOME STATEMENT
ESTAVIS AG 3rd quarter 09/10 1 Jan. 2010 – 31 March 2010 3rd quarter 08/09 1 Jan. 2009 – 31 March 2009 9 months 09/10 1 July 2009 – 31 March 2010 9 months 08/09 1 July 2008 – 31 March 2009
TEUR TEUR TEUR TEUR
Revenues 8,863 11,410 49,198 57,053 Other operating income 1,734 1,867 5,926 4,879 Changes in inventories 4,508 2,241 –3,367 –2,128
Total operating performance 15,105 15,518 51,757 59,803
Cost of materials 9,942 10,432 25,723 40,742
Staff costs 586 780 1,998 2,474
Depreciation and amortisation 35 36 98 102 Other operating expenses 4,689 5,703 20,715 20,930
Operating profit –147 –1,433 3,223 –4,444
Net income from associates 4 –7 4 –4
Interest income 56 148 257 591
Interest expenses 794 1,220 2,786 4,008
Financial result –738 –1,072 –2,529 –3,417
Pre-tax profit from continued operations –881 –2,512 698 –7,865
Income taxes 237 –738 379 –2,148
Result from continued operations –1,117 –1,774 319 –5,716
Result from discontinued operations 487 –1,397 419 –3,651
Net profit –630 –3,171 739 –9,367
attributable to parent company shareholders –623 –2,634 746 –8,381 attributable to minority interests –7 –537 –7 –986
Earnings per share (EUR)
from continued operations –0.14 –0.22 0.04 –0.71 from discontinued operations 0.06 –0.11 0.05 –0.33
Consolidated Interim Financial Statements
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
ESTAVIS AG 3rd quarter 09/10 1 Jan. 2010 – 31 March 2010 3rd quarter 08/09 1 Jan. 2009 – 31 March 2009 9 months 09/10 1 July 2009 – 31 March 2010 9 months 08/09 1 July 2008 – 31 March 2009
TEUR TEUR TEUR TEUR
Net profit –630 –3,171 739 –9,367
Available-for-sale financial assets –8 0 –16 –16 Changes in fair values –8 0 –16 –16 Reclassification recognized in profit or loss 0 0 0 0
Income taxes 0 0 0 0
Income directly recognized in equity –8 0 –16 –16
Total comprehensive income –639 –3,171 723 –9,383
attributable to parent company shareholders –632 –2,634 730 –8,397 attributable to minority interests –7 –537 –7 –986
Consolidated Interim Financial Statements
CONSOLIDATED CASH FLOW STATEMENT
ESTAVIS AG 9 months 09/10 1 July 2009 – 31 March 2010 9 months 08/09 1 July 2008 – 31 March 2009 TEUR TEUR Net profit 739 –9,367
+ Depreciation/amortisation of non-current assets 98 240 +/– Increase/decrease in provisions –420 1,413 +/– Change in value of investment property 0 558 +/– Other non-cash expenses/income –16 46 –/+ Increase/decrease in inventories, trade receivables and other assets that are not attributable
to investing or financing activities 16,881 –13,230 +/– Increase/decrease in trade payables and other liabilities that are not attributable to investing
or financing activities –21,737 10,591 –/+ Result from the disposal of consolidated companies –419 680
= Cash flow from current operating activities –4,874 –9,068
+ Payments received for the disposal of financial assets 30 0 – Payments for investments in intangible assets –4 –33 – Payments for investment property 0 –413 – Payments for investments in property, plant and equipment –64 –350 – Payments from the disposal of fully consolidated companies –4,491 293
= Cash flow from investing activities –4,529 –504
– Payments to shareholders 0 –78 + Payments from issuing bonds and raising (financial) loans 0 299 – Repayment of bonds and financial loans –516 –703
= Cash flow from financing activities –516 –482
Net change in cash and cash equivalents –9,919 –10,054 + Cash and cash equivalents at the beginning of the period 12,694 25,733 attributable to cash and cash equivalents reclassified as assets held for sale 8,810 –
Consolidated Interim Financial Statements
CONSOLIDATED STATEMENT OF CHANGES IN EQUIT Y
for the period from 1 July 2009 to 31 March 2010
ESTAVIS AG
Issued
capital reservesCapital reserveIAS 39 Retained earnings Equity attrib-utable to the shareholders of the parent company
Minority
interests Total
TEUR TEUR TEUR TEUR TEUR TEUR TEUR
As of 1 July 2009 8,099 44,222 16 –3,597 48,740 340 49,080
Total recognised income and
expenses – – –16 746 730 –7 723
Change in consolidated group – – – – – –333 –333
Equity to be used for capital
increase * 1,447 1,027 – – 2,474 – 2,474
As of 31 March 2009 9,546 45,249 0 –2,852 51,943 0 51,943
* Amounts included in balance sheet item “Amount provided for capital increase”
CONSOLIDATED STATEMENT OF CHANGES IN EQUIT Y
for the period from 1 July 2008 to 31 March 2009
ESTAVIS AG
Issued
capital reservesCapital reserveIAS 39 Retained earnings Equity attrib-utable to the shareholders of the parent company
Minority
interests Total
TEUR TEUR TEUR TEUR TEUR TEUR TEUR
As of 1 July 2008 8,099 77,065 16 1,413 86,594 8,742 95,336
Total recognised income and
expenses – – –16 –8,381 –8,397 –986 –9,383
Acquisition of shares of consolidated
companies – – – –1 –1 –19 –20
Consolidated Interim Financial Statements
SELECTED DISCLOSURES ON CONDENSED CONSOLIDATED
INTERIM FINANCIAL STATEMENTS
1
BASIC INFORMATION
ESTAVIS AG and its subsidiaries trade in property upon which they undertake maintenance work partly for the purpose of resale. Furthermore, property is held as financial invest-ments. The company is domiciled in Berlin, Germany. The company’s shares are listed on the Frankfurt Stock Exchange for trading on the Regulated Market (Prime Standard). On 31 March 2010, ESTAVIS AG acted as the operating holding company for numerous special purpose entities.
These Condensed Consolidated Interim Financial Statements were approved for publica-tion by the company’s Management Board in May 2010. The Condensed Consolidated Interim Financial Statements were not checked by an auditor or subjected to review.
2
SIGNIFICANT ACCOUNTING POLICIES
The condensed interim consolidated financial statements for the third quarter of the 2009/10 financial year, which ended on 31 March 2010, were prepared in accordance with the provisions of IAS 34 “Interim Financial Reporting” as adopted by the EU by way of a regulation. The condensed interim consolidated financial statements should be read in conjunction with the most recent consolidated financial statements of ESTAVIS AG for the year ended 30 June 2009.
With the following exceptions, the accounting policies applied in the condensed interim consolidated financial statements are the same as those applied in the preparation of the most recent consolidated financial statements for the year ended 30 June 2009.
The amended IAS 1 and IAS 23 are required to be applied for the first time in preparing the IFRS consolidated financial statements for the 2009/10 financial year. The amendment to IAS 1 requires the additional presentation of other comprehensive income as part of the income statement. The amendment to IAS 23 requires the capitalisation of the financing costs of properties for renovation and development projects resulting from cumulative production costs for projects starting in the 2009/10 financial year. For all projects starting prior to 1 July 2009, the previous accounting treatment, under which interest is not recognised in cost, remains in force. The provisions of IFRS 8 “Segment Reporting”, the amended IAS 27 “Consolidated and Separate Financial Statements in Accordance with IFRS” and the amended IFRS 3 “Business Combinations”, which are required to be applied for the first time in the current financial year, were already applied by the company in the previous year. Above and beyond this, the following standards are required to be applied for the first time in the current financial year:
Consolidated Interim Financial Statements Standard/Interpretation
IAS 32 +
IAS 1 Amendments: Puttable Financial Instruments and Obligations Arising on Liquidation IAS 39 Amendments: Eligible Hedged Items
IFRS 1 + IAS 27
Amendments:
Cost of Subsidiaries, Joint Ventures and Associates
IAS 39 Amendments: Reclassification of Financial Assets: Effective Date and Transition IAS 39 +
IFRIC 9
Amendments: Embedded Derivatives
IFRS 2 Amendments: Vesting Conditions and Cancellation
IFRS 7 Amendments: Enhancing Disclosures on Financial Instruments IFRIC 12 Service Concession Arrangements
IFRIC 13 Customer Loyalty Programmes
IFRIC 14 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction
IFRIC 15 Agreements on the Construction of Real Estate IFRIC 16 Hedges of a Net Investment in a Foreign Operation IFRIC 17 Distributions of Non-cash Assets to Owners IFRIC 18 Transfers of Assets from Customers Various IFRS Improvements 2008
This did not result in any changes to the financial reporting for the ESTAVIS AG Consoli-dated Financial Statements. No regulations were applied early.
All amounts in the Balance Sheet, Income Statement, Consolidated Statement of Compre-hensive Income, Statement of Changes in Equity and Cash Flow Statement, as well as in the notes and tabular overviews, are given in thousands of euros (TEUR), unless otherwise noted. Both individual and total figures represent the value with the smallest rounding difference. Small differences can therefore occur between the sum of the individual values represented and the reported totals.
3
CONSOLIDATED GROUP
As of 31 March 2010, the condensed interim consolidated financial statements of ESTAVIS AG included 59 subsidiaries, two joint venturews and one associate. The sale of the shares in the HAG Group was completed in the first half of the current financial year. Accordingly, the 23 companies in this subgroup were deconsolidated with effect from 1 July 2009. One company was newly formed in the first quarter. In the second quarter two companies that are now largely wound up and no longer active were sold. All remaining shares in the joint venture to date (a property company) were acquired. The company will be fully consolidated as of 1 October 2010. In the third quarter two companies that are no longer active were sold. Shares in two joint ventures (property companies) were acquired and three more new property companies established.
Consolidated Interim Financial Statements
4
SUPPLEMENTARY NOTES TO THE INDIVIDUAL ITEMS
OF THE INTERIM FINANCIAL STATEMENTS
4.1 Segment information
The segment results for the third quarter of the 2009/10 financial year are shown below:
Portfolio
trading tradingRetail Development Consolidation Group
TEUR TEUR TEUR TEUR TEUR
Revenues (external only) 745 8,118 – – 8,863 Revenues (internal only) – – – – – Segment result 355 –583 80 – –147 Unallocated – – Operating result – –147
Net income from investments carried
at-equity 4 – – – 4
Financial result – –738
Pre-tax profit – –881
The segment earnings for the first nine months of the 2009/10 financial year are as follows:
Portfolio
trading tradingRetail Development Consolidation Group
TEUR TEUR TEUR TEUR TEUR
Revenues (external only) 4,138 45,060 – – 49,198 Revenues (internal only) – – – – – Segment result 377 2,569 277 – 3,223 Unallocated – – Operating result – 3,223
Net income from investments carried
at-equity 4 – – – 4
Financial result – –2,529
Pre-tax profit – 698
The portfolio trading segment is to be discontinued during the fourth quarter. The assets attributable to the segment will be allocated to other activities in accordance with their expected deployment.
Consolidated Interim Financial Statements
operations) are as follows:
Portfolio
trading tradingRetail Development Consolidation Group
TEUR TEUR TEUR TEUR TEUR
Revenues
(external only) 403 10,775 – – 11,178 Revenues
(internal only with discontinued
operations) 191 – – – 191
Segment result –1,624 209 –18 – –1,433
Unallocated – –
Operating result – –1,433 Net income from
investments carried
at-equity –7 – – – –7
Financial result – –1,072
Pre-tax profit – –2,512
The segment earnings for the first nine months of the 2008/09 financial year (continued operations) are as follows:
Portfolio
trading tradingRetail Development Consolidation Group
TEUR TEUR TEUR TEUR TEUR
Revenues
(external only) 7,487 49,333 – – 56,821 Revenues
(internal only with discontinued
operations) 231 – – – 231
Segment result –6,101 1,739 –82 – –4,444
Unallocated – –
Operating result – –4,444 Net income from
investments carried
at-equity –4 – – – –4
Financial result – –3,417
Pre-tax profit – –7,865
4.2 Write-ups on receivables
In the second quarter, write-ups on impaired receivables for TEUR 1,000 were carried out. The income is contained in other operating income and is allotted to the portfolio trading segment. In the third quarter a written-off receivable on the activities discontinued in the previous year was sold. This resulted in a gain on disposal of TEUR 487 which is contained in the result from discontinued operations.
Consolidated Interim Financial Statements
4.3 Capital increase
As per an agreement of 5 March 2010, ESTAVIS AG carried out a capital increase through cash contributions through the issue of 1,446,808 shares. The subject of the non-cash contribution is a property. It was transferred to the stock corporation on 31 March 2010. The capital increase was entered in the commercial register on 26 April 2010. The property was valued at TEUR 2,474 based on the stock exchange price of ESTAVIS AG as at 31 March 2010.
4.4 Company disposals
At the end of the 2008/09 financial year, the ESTAVIS Group sold its shares in the HAG subgroup with effect from the start of the 2009/10 financial year. The selling price for the shares in the HAG Group was TEUR 3,400. The sale was completed during the first half of financial year 2009/10. The disposal related to the assets and liabilities reported as avail-able for sale as of 30 June 2009, which included cash and cash equivalents in the amount of TEUR 8,810.
Discontinued operations accounted for a cash outflow from the sale of shareholdings in the amount of TEUR –4,491 in the period under review (taking into account the cash and cash equivalents derecognised as a result of the sale and transaction costs). In the same period of the previous year, discontinued operations accounted for net cash from operat-ing activities of TEUR 2,610, net cash used in investoperat-ing activities of TEUR –767 and net cash used in financing activities of TEUR –471.
4.5 Related party transactions
In the period under review, a company falling within the sphere of interest of Mr Rainer Schorr acquired a property from a Group company for a purchase price of TEUR 1,050. The proceeds of this sale were used to repay a loan liability to the same company. A loan in the amount of TEUR 979 due for repayment to a company belonging to the sphere of interest of Mr Rainer Schorr was extended during the third quarter until mid of May 2010.
In the first quarter, Mr Eric Mozanowski, a member of the Management Board of ESTAVIS AG, acquired a property from a Group company for a purchase price of TEUR 350. The short-term loan liability to Mr Eric Mozanowski as of 30 June 2009 in the amount of TEUR 300 was repaid. In the second quarter, Mr Eric Mozanowski granted a group company a short-term loan of TEUR 150 at an interest rate of 10 % that was settled in the same quarter. In the third quarter Mr Mozanowski granted a group company a short-term loan of TEUR 3,260 at an interest rate of 15 %. The term of the loan is 2.5 months.
Mr Rainer Schorr and Mr Florian Lanz have promised the Group cash of up to TEUR 2,000 and TEUR 500 respectively in the second quarter in the event of a liquidity bottleneck. Above and beyond this, there were no significant new related party transactions, nor were any of the related party transactions reported in the notes to the consolidated financial statements for the 2008/09 financial year changed or derecognised.
4.6 Employees
The ESTAVIS Group employed 41 staff at the end of the third quarter. In the third quarter of the previous year, the figure was 56 (thereof 16 in disposed group companies). On average, 69 were employed in the Group during the last financial year.
FINANCIAL CALENDAR 2010
1 June Investors’ Conference „Real Estate Update“, Frankfurt/Main
24 September Full Year Results 2009/10
FORWARD-LOOKING STATEMENTS
This interim report contains specific forward-looking statements. A forward-looking state-ment is any statestate-ment that does not relate to historical facts and events. This applies, in particular, to statements relating to future financial earning capacity, plans and expecta-tions with respect to the business and management of ESTAVIS, growth, profitability and the general economic and regulatory conditions and other factors to which ESTAVIS is exposed.
Forward-looking statements are based on current estimates and assumptions made by the company to the best of its knowledge. Such forward-looking statements are based on assumptions and are subject to risks, uncertainties and other factors that may cause the actual results including the net asset, financial and earnings situation of ESTAVIS to differ materially from or disappoint expectations expressed or implied by these statements. The operating activities of ESTAVIS are subject to a number of risks and uncertainties that may also cause a forward-looking statement, estimate or prediction to become inaccurate.
This translation of the original German version of the interim report has been prepared for the convenience of our English-speaking shareholders.
The German version is authoritative.
CREDITS
Credits ESTAVIS AG Uhlandstraße 165 10719 Berlin, Germany Phone: +49 (0)30 887 181 - 0 Telefax: +49 (0)30 887 181 - 11 E-Mail: mail@estavis.de Home: www.estavis.de Management BoardFlorian Lanz (Chairman) Eric Mozanowski
Chairman of the Supervisory Board
Dr. Karl-Josef Stöhr, Berlin
Contact
ESTAVIS AG Peter Vogt
Investor & Public Relations Phone: +49 (0)30 887 181 - 799 Telefax: +49 (0)30 887 181 - 779 E-Mail: ir@estavis.de
Concept, editing
Goldmund Kommunikation, Berlin www.goldmund.biz
Layout and design
Power-DesignThing GmbH www.derthing.de